Special Purpose Acquisition Companies (SPAC)

Investors and sponsors form Special Purpose Acquisition Companies (also known as “blank check companies”) for the sole purpose of raising capital through an initial public offering.

A company with no commercial operations is established to acquire an existing operating company, usually in a specific industry or sector. Once the SPAC goes public, it has approximately 18-24 months to use the funds to acquire a target (de-SPAC) or return the funds to investors. SPACs are increasing in popularity because they represent an alternative to traditional IPOs — they offer a source of financing and an effective route to go public that works well for certain companies.

ArentFox Schiff guides clients through the entire SPAC lifecycle while understanding the complexities and time pressures involved in closing SPAC transactions. Our attorneys have managed SPAC IPOs and business combinations involving SPACs, including PIPE investments in connection with SPAC business combinations. We guide our clients throughout the SPAC life cycle from preparing for the IPO to identifying the target company to repaying investors.

Transactions involving SPACs present unique opportunities and challenges that require experienced counsel. The firm attorneys have represented:

SPAC sponsors and underwriters in structuring and raising capital for SPACs
SPAC sponsors in obtaining forward commitments for SPACs and PIPE investments in connection with acquisitions
SPACs in acquiring target companies
Companies combining with SPACs
De-SPAC transactions

Schiff maintains a deep understanding of many industries including life sciences and pharmaceuticals, healthcare, energy, technology, automotive, financial services, and manufacturing, which allows us to offer sophisticated strategic advice throughout the SPAC lifecycle.